Grey Hat
by Dr. Edmund Sirus
Summary: Fluttershy and Applejack step into the stars to teach humans the ways of agriculture, as no one matches the Equestrian labor ethic. Even as they settle in and make some new friends, the that darkness festered as wars were won and lost in the shining megalopolis of Magnasanti. Something breathes in the dark. Something is coming, and it fully intends to humble pony and humans alike.
1. Prologue: Black Tapestries

**Prologue: Black Tapestries**

Darkness. One would not expect so much darkness in the middle of a populated city. The room wasn't exposed to the city streets, however. It was just a barren, concrete room in some random, unremarkable building, yet no light from the comforting sun ever touched a single corner.

By some unspoken command, light blazed through the room and splayed the silhouette of a figure in a chair on the far wall. A set of eight high fidelity monitors projected the same word:

**REMEMBER**

Given that the shockingly bright monitors hid the figure's features in a dark silhouette, even something as simple as the figure's species proved difficult to discern. The shadows and the light tugged the figure between them both, hiding it from either one's grasp.

"Marvelous, isn't it?"

The figure's voice was a high and whimsical tenor, and easily discernable as male. One by one, each monitor, upon recognizing the vocal pattern, displayed some new information. The first displayed a set of monetary transactions but the exact details were still encoded. Another flashed a series of pictures in a never-ending loop: a human in an immaculate white suit and blood-red tie, a sow of a man sitting in a decadently decorated office, a fair-coated pony in a stetson with a trio of apples on its recognizably feminine hindquarters, an amalgamous creature posing with a statue that defied gravity, a man wearing a doctor's garb with an expression devoid of any emotion, and a quietly demure pegasus—hiding her face behind a lengthy cascade of bubblegum-pink hair—proved to be only a few in the lengthy cycle.

"Do you know the universe's most dangerous killer? Its most prolific weapon?" the figure spoke to the room. Raising a pair of limbs, a holographic keyboard display manifested in front of him. He entered a flurry of commands and monitors flashed again and again with walls of data and text. Each one was quickly replaced by a new screen of data after he was finished. Despite the speed, everything seemed to be absorbed and understood by the figure.

The setup was quite advanced for one working alone. Servers, wires, metal framework, and screen displays all shined with constant upkeep and state-of-the-art design. No commoner could possibly own or even use such advanced gear. Dozens of hard drives glowed white as their owner actively used what was in their confines, perhaps brimming with intelligence and research data, or storage for later. Various instruments littered the floor, some of them obvious devices and tools used for repairs, while others appeared no more than a dirty hodgepodge of wires and oily metal. Repaired or refurbished computer hardware stood on the far wall. Dozens if not hundreds of paper clippings and printouts littered the wall to his right, yet he paid them no mind. It was a shocking contrast to the otherwise spartan room that housed the figure's workplace. Save for the computer setup and the wall of photographs and clippings, the room was completely bare.

"Throughout the ages, throughout the vastness of time and space, you'll receive the usual array of small-minded, self-deluded guesses. The stone. The spear."

He continued to speak, despite him being hauntingly alone. The noise and bustle of the outside world was reduced to less than a quiet hum. Beside the steady rumble of his machinery, everything was as silent as the grave.

Each screen was composed of a hollow gray frame. Rather than have a solid screen, light projected from each corner of the frame to create a solid set of images. The first displayed a starship manifest from a corporation, one the figure was certainly not legally allowed to see or possess.

_OrC. Op. - Organic Corporate Operations_

"_We don't build, we grow."_

_Designation: S.S. Starjammer_

_Passengers: 50_

_Date of Arrival: Today_

_Port of Departure: Zenith Inc. North Atlantic Staryard, Earth_

_Two thousand (2,000) kilograms of enriched hydrocarbons_

_Five hundred (500) kilograms of phosphorus_

_Four hundred fifty (450) kilograms of Gamma-Aminobutyric acid solution_

_Four hundred (400) kilograms of OrC Op. seed treatment_

_Four hundred (400) kilograms of synthetic proteins_

_Three hundred (300) kilograms of Octasulfur_

_Two hundred fifty (250) kilograms of potassium monopersulfate_

_Two hundred fifty (250) kilograms of potash_

_Two hundred (200) kilograms of five (5) kilogram copper ingots_

A light load, considering it was a medium-sized starship. As there were ports far closer capable of delivering the same materials and thus expending less fuel, it was an oddity that gained the figure's attention.

"The flame. The sword."

A few graceful and practiced arcs across his motion-sensitive interface revealed the ship's own internal sensors and schematics, but it was still not enough to reveal anything of note. A little deeper search into ship records was in order. Specifically, a stolen security clearance to hack into secure ship records.

CCV1 «» SECURITY AUTHORIZATION REQUESTED

GREAR, BORIS «» PRIORITY ALPHA

PROCESSING CCV1

5555*0000*X1 / 5894

»...

»...

»...PROCESSING... GREAR, BORIS «» PRIORITY ALPHA

»...

»...

»PENDING... PENDING... PENDING...

»...

»...

«» **ALERT** «» **ALERT** «» **ALERT** «»

UNAUTHORIZED ACCESS DETECTED

POTENTIAL LEVEL 4 SECURITY BREACH

Red lights flashed across the selected screen as his own security software detected a backhack. A few more quick arcs across the keyboard and both the message and the warning lights vanished in a flash of holographic pixels; the _Starjammer_'s records were now no more than an open book. Apparently the ship now dwelled in the Magnasanti docks for engine repairs. Digging a little deeper into the ship's own internal records, the figure discovered the _Starjammer_ had recently undergone a full system overhaul. It was very unusual and unlikely that engine faults could have been overlooked, unless the ship was currently carrying a much heavier load than what was on the manifest, which in turn forced a stronger burden on the engines.

Naughty naughty. Someone was hiding a dirty secret.

"The plague. The land."

The figure gazed at a different monitor. After a few clicks and strokes, another hack into a secure database with a password recently earned after a respectful bribe, a police report from none other than the Magnasanti megacity police commissioner, George Clemmins, flashed on screen. It outlined a few facts, including several officers that were now under investigation for criminal corruption. Bribery, racketeering, racial discrimination, sexual harassment, the usual. Nothing unique in Magnasanti, the city of sin.

Except for those rumored new Magnasanti arrivals coming in a few weeks. Sapient equines. Magic users. Applejack and Fluttershy. A pair of creatures as absolutely absurd as they were discomfortingly real.

"The musket. The rifle. The rocket. Magic."

The figure chuckled merrily. Ponies. In his wildest dreams, he would have never guessed, let alone pondered the idea, that ponies would be coming into his domain.

"Ourselves."

The figure opened up a tab on one of his many monitors. White text flashed across the screen.

_Securing network crosscom: 08%_

_Securing network crosscom: 18%_

_Securing network crosscom: 22%_

_Securing network crosscom: 25%_

_Securing network crosscom: 39%_

_Securing network crosscom: 45%_

_Securing network crosscom: 56%_

_Securing network crosscom: 67%_

_Securing network crosscom: 74%_

_Securing network crosscom: 79%_

_Securing network crosscom: 82%_

_Securing network crosscom: 96%_

_Securing network crosscom: 100%_

_Retrieving contacts..._

_Handshaking..._

_Contact established with user: King Kludge_

A chat window opened. The blank blue background was momentarily empty, but a single line of white text appeared before the figure could do anything.

* * *

**King Kludge**: Shit, friend. U've been quiet for months. I was beginning 2 think you got iced.

* * *

After a few more clicks, the figure replied with his own text.

* * *

**DaemonJack**: I'm like a cockroach; hard to kill, gets everywhere. Heard anything on OrC. Op.?

**King Kludge**: Nothing of note. Should I have?

**DaemonJack**: Not sure. Working on a hunch. Thinking there might be some dirty laundry worth snooping around for.

**King Kludge**: Kinda busy with the NOMAD guys. I'll look when I can. Anyway, heard about the OrC. Op passengers coming in a few weeks?

* * *

It was "DaemonJack's" turn to be surprised.

* * *

**DaemonJack**: Not a peep.

**King Kludge**: A booked landing craft will have a small armada of security escorting it to Magnasanti. I don't know what white collar jerkass, snot-nosed ambassador, or tightass is heading that way in such force, but they've tripled security on the ship alone and that's not counting the SCP security personnel escorting them. The underworld is whispering some of those ponies are coming. Something about them being national heroes or some shit. No idea why they want to go to your hellhole of a city.

* * *

That got his attention and he shoved the potential OrC Op. contraband aside for later. Was it possible this Applejack and Fluttershy were coming to Magnasanti on board an OrC Op. jumpship? Why a corporate ship that specialized in agrarian development and research? If they were heroes, why not a diplomatic luxury cruiser?

* * *

**DaemonJack**: I'll look into it. Later, Kludge.

**King Kludge**: See ya later, hode.

**-King Kludge has disconnected-**

**DaemonJack**: The fuck does hode mean?

* * *

The window shut down. For a moment, everything was quiet. What work the figure had been performing so vigorously was cast aside as he delved into his own thoughts.

"But they're all wrong," he continued to say to the empty room. "It's knowledge. The one thing that everyone always seeks, and of which they can never get enough. Money talks and power destroys, but nothing rivals the strength of information. Perhaps some little civilian shit wants to obtain a leg-up on his perceived enemies, or maybe a military spy has been bought by the enemy, or some random asshole just wants to get ahead in life at the price of his companions. Everyone needs to know something. It's just a matter of finding out what it is.

"I am the purveyor of knowledge. I am its collector, its keeper until its time to be shared comes." The figure rose from his languor and moved from keyboard to keyboard, motion-sensitive interface to interface, hunting for more information.

A virtual newspaper clipping showed a picture above the heading:

SOVEREIGN MAGIC USERS JOIN ALLIANCE RANKS

The picture was that of a man bearing the rank of vice admiral bowing in respect to a trio of horses. One possessed fur not unlike snow reflecting sunlight across the Siberian taiga. Perhaps the most startling aspect about her was a mane that seemed to billow in some nonexistent wind, as the marshal seemed unruffled by any such gusts. Or maybe it was due to her being at least a foot taller than the human, or her slender, compact form that hinted at the fairer sex and graceful facial features that declared a shrewd mind hid behind those eyes.

The remaining pair were similar to, if shorter than, the mare. One had fur of a deep cobalt blue and a mane not dissimilar to that of a field of stars. It too seemed to dance in a false wind. The third companion lacked the ephemeral mane, but her perfectly groomed gold and violet locks hugged her youthful face.

"So now the keeper of the keys finds himself capable of being at the heart of it all, at the very core of discovery and knowledge. You want to get into bed with me? You're not the first to clamor for my attention. You will certainly not be the last, but, admittedly, none have one-upped the competition as well as you. It makes me wonder if you truly know what you are getting yourself into by asking for my help. Most don't, but I can't help but entertain the idea you do. Maybe, just maybe, I can stop being so fucking bored."

The figure pulled up yet another set of images, this one focused primarily around a single lavender unicorn. The first was the unicorn as a child alongside a light gray mare and blue stallion, likely her parents. The next was of some graduate class about the same mare. The figure continued to cycle through the images, his mind lost in his own contemplations and strange soliloquy.

"Out of all the vices I could have obtained, all the faults, my greatest heel happens to be myself. I have access to untold secrets, I have information that can bring killers and kings to their knees, yet despite how amusing the prospects can be, despite how fun it is to fuck with the masses and misguided retards, it's just... a distraction. A treatment, not a cure."

The figure clicked on a small envelope in the corner with a glowing red notification. A short message popped up on screen, a status report for his eyes only.

_Jack,_

_Observation of Attis and Narcissus is ongoing. Continuing with starting mission._

_Initial suspicions about Narcissus are in question, but not dismissed. Possibly wears the Mask of Janus. Attis is inconsequential. It is not advised to separate them._

_As anticipated, Alice will venture down the rabbit hole. It is up to the Mad Hatter if he wishes to join her. The March Hare and Dormouse will accompany her. No word as to the thoughts of the Queen of Hearts or Caterpillar. Cheshire Cat is still a wild card and unpredictable._

_Awaiting orders. Awaiting payment._

_~Tinman_

No matter how skilled a hacker may be, an information network pays the real dividends when a little simple legwork from hired help is involved. The figure sighed, closed the message, and pulled up several financial reports, including bank transactions. His personal bank balance, even in the single account he currently had open on screen, held more zeroes than most would ever see in their entire life. A far from insignificant amount drained itself and added onto one representing that of the so called "Tinman".

"And now the siren comes to me and sings her silly song. What does this sinner desire, my dear? An escape. I am good, devilishly good, at what I do, but my skill counts for nothing if it is never tested, never pushed to its limits. All these cocksuckers want me to do their dirty work, which I am all too happy to do with the proper payment. Hack this, provide support for that, turn off the alarm here, tell me this piece of information, all of that crap. I'm happy to do so, but I can't help but want... more. Something new.

"I am stagnating. I hold all the weapons and power one could ever ask for, and it means nothing to me. I suppose that's the trick, the grand universal prank only achieved when the wheel of time turns and we finally reach our end. We are all worthless in the grand scheme of things. There is no god to pray to, no people that you can forever trust, no comfort to find within weapons, each other, or even immortal alien horses with wings and horns. Nothing is permanent, not even the thrones in heaven or hell.

"'What is my purpose?' It's the ultimate prank. The answer to the ultimate question is that there was never a question to begin with."

The figure halted his lament before bringing up a final still picture on screen. Six mares hugged each other as they posed for a photo. Six friends, bound together in one of the strongest and most misguided bonds one could possess. They all looked so happy, so carefree.

"It makes me wonder how they did it, how they managed to delude themselves so far. Applejack. Fluttershy. Pinkie. Rarity. Rainbow. _Twilight_. Friendship harder than stone, stronger than steel. We'll see how far they can bend before they break. It's not safe out here in the real world, unshielded from Eden. I suppose they will regress into their basic and primal instincts, just like everyone else. Lucifer fell from grace. They will be no different."

He sighed, thinking deeply on what he said and what still needed to be spoken. "I suppose only time will tell how far they will fall. Still, that doesn't discount how important a role these six will play in events to come. Important to be sure, but as to _how_, not even my eyes can see. I suppose that does not matter; I have the opportunity to see for myself. How much will they alter our way of life? How far will they destabilize the natural order of things?

"And I get to be at the center of it _all_," he cooed softly. "Finally, someone gets to stir up shit across the board. The politicians jockeying for power, penthouse corporate execs dancing in the clouds, the gutter scum working in the shadows, and those like me. We're not going to be the same after this. Our way of life is going to burn, and be rebuilt only for the fires of hell to come rolling in again. Take everything, my little ponies. _Take it all_. Meet us, greet us, work with us, work against us... No matter what, nothing will be the same after this.

"_I can't wait to see it_."

The figure turned away from the monitors with a squeak of unoiled chair hinges. The dark room was invisible to his eyes after looking at the bright screens for so long. The room was still empty of life, and the red light above the door told him it was still securely closed and the green light of an undetonated explosive charge told him no one tried to hack the door's maglock.

The figure smiled, a maniacal toothy grin that seemed to glow in the pale light against his black, impossible-to-describe silhouette. "I take it you want an answer, Miss Turmoil?"

A quartet of knocks reverberated from the other side of the door.

"I will give you one. The deal? I accept."

* * *

Edited by: Genesis1212, Reader Review, Midnight Spark

Prereader: Softy8088, TheSynn


	2. Chapter 1: Absolution

**Chapter 1: Absolution**

_Three weeks later..._

Fluttershy looked back and forth, completely at a loss for what to do. Applejack said to wait on the bench until she came back, but it was only a small comfort to know one of her friends was nearby. She searched from left to right for any signs of a cutiemark or stetson, but came up empty hooved.

Being more of a country bumpkin than a city filly, being somewhere as big as Canterlot or Manehatten was enough to render her breathless by proximity. And those were cities with normally only ponies. It was hard to believe there were so many races outside of her own homeworld of Avol, far many more than she had ever imagined. It was enough to make her shrink back into the bench as far as she could go. The surface wasn't like the comfy wood park benches she usually found dotting Ponyville. This one was cold and hard steel with only a small vinyl cushion to take the pressure off her aching legs.

It just so happened to be that she sat right next to one of the most populated areas on board the human starship _Absolution_. There were people of all shapes and sizes in the expansive lobby in front of her. She could see some places of business selling wares she could not begin to fathom. The vast majority seemed to sell black and silver trinkets and baubles. People milled about and talked, discussing prices and the quality of certain items over others. Some of the larger items seemed to be in the shape of human body parts.

Now that she saw it, several people had metal in place of skin. People could have replaced hands, arms, or legs. One odd individual had no skin or hair on his cranium, only a silver skull for a head. Most people gave him a wide berth.

The affinity for prosthetics wasn't the only strange thing. While the spaceship was largely dominated by humans, Fluttershy saw other species dot the halls. A tall feline creature she had come to identify as a Korg prowled about. It stood on its hind legs, looking over the crowd before returning onto all fours. Another creature she had never seen or heard of before looked like some kind of tall, thin amphibious creature. It did not speak as it weaved through the crowd. The dull buzz of busy conversation hung in the air like a fog. Distracting, but still pleasant white noise. As long as they didn't stare...

A particularly loud snort made her jump. She had almost forgotten a human was sleeping on the bench right next to her. He had been silent ever since she sat down twenty minutes previous. As far as humans went, he looked pretty old to Fluttershy, but not nearly as old as most humans she had seen with stark white hair. It was still difficult for her to tell some humans apart from others, a very inconvenient drawback when on board a ship of human design. He wore what Fluttershy had come to recognize as black and brown military fatigues. That would explain the scars on his exposed forearms and face, and the particularly vicious upturned scar across his left cheek that made him look like he was perpetually grinning. A soldier, if she had to hazard a guess.

He scratched his fledgling salt and pepper beard, sighing slightly. He had yet to open his eyes, but she had the lingering suspicion the soldier knew she was present even if he was sleeping. It appeared he was doing his best to ignore her. She let him be. Other things occupied her mind.

Her attention focused on a news monitor that had been blaring ever since she discovered it was there. It had been on a constant loop ever since she sat down, cycling through several news broadcasts. Having run out of things to look at and incapable of keeping track of the endless stream of humans and other exotic alien species, she took a moment and watched what the woman staring out of the screen had to offer. Rather unlike the occasional television she would see in richer pony cities, the monitor was an empty frame that broadcasted light into a solid picture. She had asked Applejack how it worked when she saw it for the first time, but she couldn't make heads or tails of it either.

_The media circuits are abuzz with the last declaration from the new Alliance world of Avol. After the Alliance fleet battled with the hostile Dratali menace and secured the safety of Avol, co-rulers of one of the largest Avolian nations, Equestria, has opened trade and political negotiations with military diplomats. Recent Avol military recruit Twilight Sparkle has been appointed as a temporary liaison between Avol and certain Alliance factions. As Avol has yet to develop technology past the stage corresponding to the Information Age on Earth, sharing technology and certain data pertaining to Alliance and human history has been restricted pending further review._

_All inside sources state that talks are still in the earliest stages, but Equestria and its rulers, Princesses Celestia and Princess Luna, have initiated migration and travel quotas for the purpose of cultural sharing and exploration. In a recent interview with Vice Admiral Carter and Ambassador Dieter, the two co-rulers stated they encouraged travel between their races, but given that interstellar communication and culture mixing is still new to the new Alliance acquisition, immigration quotas are enforced in order to restrict movement until an unspecified date in the future._

_In order to better travel to Alliance space and allow certain Alliance carriers and dropships into Avol and Equestrian territory, the Alliance received permission from the Equestrian royal court to build a single staryard on its soil. The Alliance is currently negotiating deals with the Deus industrial corporation for supplies in that regard. This ground station would work in conjunction with the Harmony Station recently completed in geosynchronous orbit with Avol._

_Several corporations have clambered over each other to craft privatized contracts on Avol. Notable agrarian developer Organic Corporate Operations has made several bids for an earth pony workforce and their supposed unparalleled agricultural and farming techniques. Both Equestria and another Avol sovereign state, the Crystal Kingdom, have refused any and all deals concerning the mass export of labor forces until further notice._

_Ambassador Dieter has gone on record stating that talks are going well and any restrictions placed on Alliance dealings and demands are fair and reasonable under basic scrutiny, given the past circumstances concerning Lieutenant Sparkle and the recent Dratali invasion of Equestria. Primary concerns sent by most world leaders of Avol revolve around future relations with Alliance forces and the possibility of another attack on their homeworld. The Dratali vanguard spearheading the assault on Avol just over a year ago was destroyed by a joint effort of Alliance and Avol forces._ _Alliance intelligence assured both Alliance worlds and the Avol nation-states that an attack in the near future is very remote and promises aid to any world whenever an attack is imminent, especially their new Avolian allies._

_Preliminary reports concerning the Dratali attack seem to suggest that the aliens wished to exterminate all life on Avol under the wish to destroy all possible magic users. Given that Dratali had been previously thought to be the only race capable of using magic, the possibility of another race capable of the same feat could have been interpreted as a grave threat to Dratali strategies concerning their magic trump cards._

_In other news, another NOMAD facility was attacked by a joint task force of Factory and Essex-Inata-Imago corporate security. Initial reports suggest casualties were at a minimum. There are currently three reported arrests after the raid, far fewer than previously expected. Stay tuned for future updates._

_Two cyber criminals only known by the aliases DaemonJack and King Kludge have resurfaced after a long period of dormancy. SCP security reports state that King Kludge may not have been taking a reprieve as previously thought, but assisting the NOMAD criminal organization for reasons unknown. Sources, however, all point to a long period of inactivity by his comrade DaemonJack, who has only recently resurfaced. Genetics and biotech corporation Biolab reported several attempted hacks into secure Magnasanti servers using methods that are typical of the notorious netrunner. No damage or lost data has been reported at this time._

Fluttershy did her best to tune the broadcast out. "Even humans have bad apples, I suppose."

"You have no idea," the man said in a deep, scratchy voice, making her jump.

"Oh, really? Well I hope I don't meet them." He said nothing. "You must be upset that I woke you. I'm sorry, it's just that this whole place is strange to me. I'm waiting for a friend of mine to come back–I'm just rambling now. I'm sorry, mister."

The man still did not move or acknowledge her. Fluttershy shifted uncomfortably in the silence. Compelled to say something to end the awkwardness, she said, "My name's Fluttershy."

He finally gave the first sign of life. Lifting his head, he opened his eyes. They were a really bright green, almost too bright and seemed to shimmer slightly as he gave her a once over. His gaze paused longer than she would have liked on her saddlebags and cutiemark, but his face was as stony and unreadable as ever.

"Sam. Sam Concord." He lowered his head and closed his eyes again.

"That's... a nice name."

His lips curled ever so slightly, exacerbating his scarred smile even more. "You're new here," he said without a hint of a question.

"Yes." She had given in to her habit of letting her hair shield her from others once again. Sam had closed his eyes however, and thus could not interpret it as a slight against him. "I'm waiting for my friend Applejack to come back with someone who can give us a ship. We're supposed to be helping humans with their plants and farming."

"Las' I heard, none o' you were allowed to go off planet."

"That's right, but the princesses are making a few special exceptions. She's letting me and Applejack go as a sign of good faith and to make friends."

"A whole lotta people are gonna hate you."

Fluttershy shrunk away from him. "Why? Is it because I am a pony? Is my mane done wrong? Am I talking too mu—"

"You ponies use magic," he said simply. He removed a small box from his breast pocket, opened the hinge, and plucked a small, solid metal tube. He stuck it in his mouth and the tip glowed red. "Last guys we'd seen use magic tried to kill us. A lot. That kinda hate don't go away easy."

Fluttershy knew what the man was talking about. The Dratali. The newscaster spoke of them. The Dratali had learned of Avol's galactic location through a defector unicorn and wished to exterminate them. The battle took tolls on both sides, but even though it was a unanimous victory for Equestria, the price was high. Friends and strangers alike fell before her eyes. The gravediggers were payed well that day.

"I'm not like them. We're not like them."

"Don't matter, Flutters. We humans are like that; don't make a whole lot o' sense, our lot. Sometimes we forget we can be assholes." Sam exhaled and a gust of sweet-smelling smoke exited his lips. Something in it stung her nose and Fluttershy sneezed.

Sam's lips curled again and put the tube back in its case. He put a finger behind his left ear. Tucked behind the cartilage was a dial so small Fluttershy could hardly see it. He gave it a flick, winced, and after a moment turned his head to the right.

"Your friend's comin'."

A large steel door opened on the far wall without anypony or anything to push it open. Fluttershy's face lit up; sure enough, Applejack was at the forefront of a group of humans. She was currently speaking to a very petite human woman who looked so thin and wispy a stiff breeze would blow her away. She was dressed in fine white and blue clothes without a single crease or stain. A pair of earrings hung from both lobes.

Sam flicked the dial in the opposite direction. "That be Anastasia Arias. This ship is the mobile headquarters of Zenith Inc., the leading producer of cyberware and cybernetic upgrades, especially for soldiers," and he tapped his ear. Fluttershy stared back at him with a blank look on her face. "You'll find out why that's important later. Ana's the CEO of Zenith. If anyone can get you a ship, it's her."

The sound of Applejack's hooves clattered loudly on the plastic and steel ship floors. Sam got to his feet as bones and tendons popped and cracked in his arms and back. He grunted as a particularly loud pop made them both wince. "Oh, I'm gettin' old."

Applejack and Ana were flanked by a quartet of burly humans and one Korg who anyone could tell were bodyguards, even Fluttershy. A secretary of some kind was hidden behind the mass of flesh, a thin metal pad of some kind in her hands on which she was rapidly tapping. The group was, shockingly, completed by none other than Shining Armor. Leaning around one of the guards to see the reason for the sudden stop, his ears perked up as he saw the source and waved. Fluttershy returned the wave, but her ears folded back as some of Ana's guards scowled at her.

Ana stepped passed Applejack and smiled kindly at Fluttershy. She seemed nice enough and her heart-shaped face looked pretty to Fluttershy. Seeing her was still odd; she ran a company? She had so many bodyguards to follow her around? Mostly, Fluttershy tried to not stare at the jagged X-shaped scar on her throat.

"Hello, Miss Fluttershy, my name is Anastasia Arias, and I heard from your friend you need my help."

* * *

Shining Armor trotted along slowly amongst the guards. Outside the guards, actually, as none of them would let him get close to Miss Arias. Applejack seemed fine with the ordeal, and was content to observe her surroundings in the meantime.

Ana led the pack with a firm and deliberate pace after she spoke with Applejack. After pleasantries, she brought out a scroll from within the confines of her own saddlebags before chatting behind the usual wall of bodyguards.

"By Celestia, they're big," Shining commented. The Korg smiled, his furry face revealing his large canines. Right. Big ears. Shining was used to being around humans, and they could barely hear anything with those ears of theirs.

"So, how have you been?" Shining asked Applejack in order to fill in the quiet.

Her freckled face smiled back. "Fine myself," she drawled. "Ah've gotten mahself in quite the pinch, getting shoehorned into this trip. But Fluttershy would've been all by herself otherwise, and ah can't rightly live with that. RD's off with Spike, ah know better than to ask what Pinkie's up to, Twilight's with that boyfriend of hers," Shining felt himself scowl, "and las' ah heard, Rarity got shipped off for some kind of medical training. Mac's the smart one, but ah've got enough brains to figure out that somepony gotta look after Fluttershy."

A thin woman with cropped brown hair and large glasses that made her eyes look far too large for her head stepped right in front of Applejack, blocking her path. "Miss Arias would like to speak with you," she said curtly. Without another word or even checking to make sure either pony heard, she squeezed between Ana's vanguard. For a moment, Shining had the absurd mental image of a bar of soap slipping right through his hooves and chuckled.

"Duty calls," Shining sighed softly, giving Applejack an exasperated smile. "Reminds me of boot all over again."

"Might as well get it o'er with," Applejack said cheerfully. Too cheerfully. Shining had never known the farmer for being bubbly or any other word used to describe Pinkie.

"What's put you in such a good mood?"

"No idea," she said happily. "Not fond of all of this new stuff so soon, but ah like meetin' strangers. This's been all sorts o' fun." And with that, Applejack followed the shrew of a woman and vanished behind a wall of strong arms.

Shining let the occasional buzz of conversation take a hold and let his mind wander. Meeting new people and places was all well and good, and he fully understood why Applejack could be having such a great time with the new stimuli, but the constant ups and downs over the last few days ever since he was assigned his own mission by Celestia herself had taken its toll. He'd had his own fun exploring the ship, but right now he felt the overpowering urge to sleep.

A door he thought was a blank wall hissed open as they approached. Doors that opened without actual effort or magic was already added to his mental list of things that incurred involuntary dislike simply because they were too different. The hallway opened up to a very large lobby. Shining had already explored the majority of the lower deck that doubled as the open market for most of the civilians on board the ship.

He paid the eager store-goers no mind; he had seen enough of them already. What interested him most was none other than Fluttershy talking to a soldier. The man stood and stretched, and upon Fluttershy catching Shining's eye, he waved.

"Will you put that disgusting thing away, Sam?" squeaked a voice he had come to recognize as Anastasia's. She had parted from the pack with Applejack on her heels. Sam had reached into his pocket and pulled out a small metal tube and stuck it between his lips.

"Missed you too, Deus," growled Sam. His voice was low and gravelly, yet still carried authoritarian magic.

"And will you cut it out with that nickname? I tolerate 'fairy', 'Ana', and 'boss', but not that one." Shining's ears flicked. He had noticed before there was something strange about her voice, a slight reverberation that he had not detected from Sam or any other human for that matter. His head turned back to the vendors selling replacement body parts and the people that held obvious signs of replacements and modifications. Humans practiced replacing their own body parts with mechanical components. Was that why Ana had a scar on her throat? Did she have something that replicated speech for a set of missing vocal chords?

Fluttershy must have been pondering something else entirely. Ana saw Fluttershy's befuddlement, but misinterpreted the source of her confusion. "An old saying on Earth is 'Deus ex Machina', meaning 'God in the Machine'. My work has saved lives, so some of the marines and soldiers have given me the nickname Deus. I'm not a god and I don't like to be called a god; I just run this company. I run Zenith and design cyberware, meaning everyone who buys it, including Sam here, has a piece of me in them."

"I love havin' you in me.." Sam's eyes were twinkling in mirth. It reminded Fluttershy how Celestia's demeanor would change ever so slightly when committing some sort of subtle joke.

Ana fumed, and some of her bodyguards smiled. _'Friends_?' Shining guessed, thinking that she and Sam were previously acquainted if Ana's bodyguards did not act on the sexual nature of the joke. Fluttershy's blush was blossoming over her face. Shining hazarded a guess, "You build body parts?"

Ana gave Sam one last dirty look before turning on the stallion. Shining was fairly big for a unicorn, and given that Ana was so small, he could look her in the eyes. "Sometimes I go down on the line, but my attention is usually needed elsewhere. I run the company and design parts and cyberware in my free time. Zenith Incorporated is contracted by the Alliance military forces and constructs cybernetic replacements for their Wounded Warriors program. While not solely dipping into bodyware and limbware—fancy words for replacement body parts in the chest or limbs," she elaborated upon seeing his confusion, "it is one of our more fringe but still lucrative sources of revenue."

That got Shining thinking. Right as he spoke, both Applejack and Fluttershy's eyes met; they knew what he was about to ask.

"My sister... she lost most of a leg in a battle with the Dratali... She received a replacement from the Alliance."

It was a sore subject of his in the early days of Twilight's return from the stars. The filly he had protected and doted on did not return. She had changed. Willingly or unwillingly, she had changed. Shining didn't care about the lost leg, but what happened on the inside. War had galvanized parts of her, parts he still wasn't sure he liked.

The sounds of the crowds and shoppers seemed to recede into a slight mumble in respect of Shining's dour. Ana and Sam turned to him. Sam's face had morphed into granite-like unreadability, but Ana beamed in recognition. "The wayward child of Avol! I know her. Know _of_ her, I should say."

"You built her leg?" Shining asked.

"Well, no, but I was commissioned to design it personally. Once the Alliance knew she could use magic and considered her an ally, I was personally given top priority requests to construct equine cyberware. A tricky process, considering I needed to completely redesign the software to compensate for varying biochemical impulses specific to equines while working off only a few medscans and two physical exam reports. Plus, I needed to compensate for increased torque and blunt force trauma; people tend to lack the lean muscle mass of ponies."

The trio of ponies stared at her blankly. Ana simpered and rubbed the back of her head. "...It was hard, I'll say that. Miss Sparkle's leg is top of the line in terms of strength and durability, but contains little in terms of versatility. It's just built to work. Now," she said, clapping her hands together. "I believe you said you needed a ship... Applejack, was it?"

"Yes, ma'am. I got some orders here from the princess and that admiral fella sayin' we were goin' to some city planet, whatever that is."

Applejack fished a second sealed envelope from her own saddlebags. Ana plucked it from her teeth, opened it, and examined the contents. Her eyes widened more and more as she progressed down the page.

"Oh. Oh... Oh, dear... Well, if... Okay then."

"You don't sound too happy about this," Shining commented, scrutinizing Ana carefully. "You do have a ship for them, right?"

"Yes and no. Ships I have, but I'm not the one taking you. It says that the two of you," she nodded towards the mares, "are to stay here until ferried to your destination. You are going to one of our crown jewels, the city of Magnasanti, on board an Organic Corporate Operations transport ship. The Alliance is also supplying you with some private security once you arrive."

Sam glacially turned his head towards Ana. His eyes had hardened, and Shining knew that look all too well. He had seen it on himself, and on Twilight.

Danger.

Fluttershy's ears perked as something clicked in her head. "I remember them. The monitor said that they are farmers."

Ana looked over the letter once again, showing a slight awkwardness with using paper rather than some sort of machine that displayed data. She started walking and spoke with her secretary for a moment before the latter immersed herself in her datapad. Her guards trailed behind her. Sam jerked his head to indicate the ponies should follow and caught up to her in only a few strides. Only then did Shining notice just how tall Sam was compared to Ana, or any other human or pony for that matter. Sam was a few inches over six feet; he was shorter than Celestia, but towered over both Ana and the ponies.

Deep in thought as their benefactors were, Shining took a few moments to examine his surroundings once again. The _Absolution_, unlike the smaller transports and landing crafts he had seen, was massive. Ships tended to induce a feeling of claustrophobia, but the wide corridors and tall ceilings gave the false impression they were walking through the grand hallways of some great structure. Even the lobby alone was massive enough to hold half of Ponyville. Steel, plastic, and whitewashed metal dominated _everything_. It was so... clean.

_Sterile_.

He unconsciously closed ranks around the mares and cantered together to catch up. Sam was casually strolling behind alongside Ana, blowing the occasional puff of sweet-smelling smoke.

"Out with it, Concord. This is my ship. No smoking in my presence," Ana ordered. Sam exhaled another puff of smoke before putting the tube back in its case once again. "As for Organic Corporate Operations—sometimes called OrC. Op. or just OCO—they're more entrepreneurs than farmers. Zenith builds technology, while OrC. Op. builds food, if that makes sense. They manipulate how food grows and reproduces, or alters their genetics in order to better feed the populace. You'll learn more about them once you get there," she added hastily; Applejack had opened her mouth to raise a fuss. "I know plenty about them, but I'm afraid my time is short and not ready for an extensive chat about corporate policy."

The secretary leaned forward and whispered something in Ana's ear. "Good! It just so happens that your vessel had docked with the _Absolution_ the previous day to pick up an order. They're waiting for you in the main hangar bay. You, Mister Armor, will be here for another day until your ship arrives. Concord, go to Medbay Five, and hurry up if you don't want to miss your flight tomorrow."

Ana walked briskly away, chatting quietly with her secretary. People automatically parted around her as she passed as if an occasional stroll in the residential and commercial decks was nothing new on the _Absolution_.

Sam sighed, turned, and walked away. The wall he approached acknowledged someone was there and the steel doors parted to allow him access. He turned, looking back at the trio. "Know where to go, you lot?"

Applejack looked around confused and smiled sheepishly. "Sorry to say ah don't. This newfangled place has got so many nooks and crannies, it's easy fer me to get lost."

"This place is so... _big_."

"What'd ya expect, Flutters? Dreadnaught-class mobile production ship. Five thousand meters from bow to stern," Sam replied simply,

"What!" Shining exclaimed. He was captain of the royal guard and commanded a fair bit of firepower, but never in all of his years did he anticipate something so large could actually exist. "How does this thing even _move_? It's larger than most cities!"

"You know where you're going or what?" he redirected. "Don't got time to chat. Gotta see the doc." Sam jerked his head towards the still open door. Several guests and shoppers parted around him and the pair, either too nervous to talk to a pony or too scared to speak to a heavily scarred soldier.

Shining nodded. He had plenty of time to wander and explore, but not his friends. "Not really," Fluttershy said timidly. "Can you point us in the right direction?"

Sam tsked, irritation leaking through his stony demeanor. He jerked his head towards the open corridor once more, saying, "This way. I'll walk you most of the way there."

"Thanks," Shining replied gratefully, even though he already knew where the flight deck was. His own flight wasn't scheduled until tomorrow, but keeping Fluttershy and Applejack company until their departure would kill time until he figured out something to do. Perhaps he could peruse the cyberware Ana had been developing, but what he really wanted to do was speak with Sam alone.

Sam led the trio to a small black panel and showed them what buttons to tap. "Most of the larger ships got maps, least those built to carry civvies." The screen flashed with a large amount of white lines showing a rough diagram of a starship. Shining couldn't help but watch as the lines and figures danced around Sam's practiced strokes. It was nothing but a commodity to Sam, but the sight was strangely enthralling to the pony, almost beautiful in its exoticism.

He double-taped a segmented room nestled on the starboard side. The _Absolution_ diagram focused momentarily on the ship's titanic engine nacelles jutting out of the hull before zooming towards a highlighted portion halfway along the ship's exterior. "That's where you're goin'."

"What's that mean? 'Civvies?'" Applejack asked as she watched Sam access the console.

"Civilians. Noncombatants or unessential personnel. People like you 'n business personnel like Ana."

"Well, we're ponies, not people."

Sam turned to stare at Applejack. It was like she was trying to stare at a brick with eyes. "You don't laugh all that often, don'tcha fella?" she said sardonically.

He sighed again and returned the tube between his lips. Fluttershy spoke up, "I thought that Ana didn't want you smoking on her ship."

"No smokin' in her _presence_, if memory serves."

Sam continued walking, a small wisp of smoke trailing him with every breath. Rather than pester him with questions, the mares began some small talk before Shining interrupted. "So why choose to come out here? Surely you could have turned the princess down if you wanted to stay in Ponyville. I know my loyalty is to the crown, but I can't help but believe you all can choose whatever you want to do."

"Thats about right," Applejack said as she readjusted her Stetson. The overhead lights felt strange to her: fake and too abnormal. It was definitely not the same as the welcoming sun back home. "But I couldn't rightly leave Flutters on her own after she up and volunteered. We all gotta look after each other."

"What about Rainbow Dash?" The mare was Fluttershy's oldest friend, after all. "What about your farm?"

"Rainbow's gone and jumped ship already. I don't know all the nitty-gritty details but she got off planet faster than Winona after she caught a coon's scent. Somethin' 'bout a contest or such and such. 'n don't worry 'bout the farm..." A warm, almost tender, smile sprouted across her face. "'Bloom's got everythin' taken care of."

A loud, terse whistle caught their attention. Sam had turned into one of the adjacent hallways as they conversed, leaving them behind. He jerked his head and continued walking, not bothering to see whether they followed or not. The trio quickly cantered to catch up to their guide. Something about him seemed... off. Sam's behavior was stoic yet protective, despite him not having any reason to help the trio outside of altruism. Ponies were normally all too happy to help someone in their time of need. Seeing a human show little to no emotion for something they saw invoked a smile every day was a little offputting.

Shining, personally, would have taken Sam's apathetic indifference over the looks he was getting from other _Absolution_ residents. They parted to make room for Sam, leaving a slow stream of humans and other life forms to observe them from either side. Some wore strange earing baubles that moved even when they weren't. Others were followed by carts that levitated without magic, and yet still hummed with energy.

The majority looked oddly intrigued, while some looked amused. Clad in their form-fitting grays, blues, and reds, Shining would have called them out as looking utterly absurd. He had been warned it was a social taboo and even a crime in some places to not wear clothes. He became suddenly aware just how exposed he was in just his saddlebags. Ana had told him she would make special exceptions to the clothing rule for the duration of his stay, but the eyes kept returning to him and his equine companions.

Applejack and Fluttershy seemed glued to whoever passed them by. Their voices dropped to low whispers that prevented him from hearing them, which surprised him. He had been often told that Fluttershy suffered from an often crippling agoraphobia. Flinching at the slightest glance was one of the expected symptoms in such an alien environment, but her eyes were sucking in everything like a sponge. One sow of a man waddled passed the three. His entire right arm was covered in spiderwebbed circuitry. Several lights and displays dotted the machinery. His palm was open to the air and projecting small lights and lasers to form a solid, three-dimensional image. It was some type of race that had caught his rapt attention, but before he could take a closer look, the man waddled passed, oblivious to their presence.

A tall ebony woman, even taller than Sam, with stark-white spiky hair bumped her fist into his in a friendly gesture as she passed. She was simply dressed in a pair of knee-high boots, sweatpants, and a tanktop that revealed some sort of tribal tattoos covering every inch of her arms. Shining's gaze lingered a little too long on the intricate designs, and seeing she was being observed, the woman winked seductively as she passed.

Well, at least some were... friendly.

The corridor soon branched into a four-way junction. Stopping, Sam pointed down the left path. "Thataway. Just keep headin' straight. You'll run right into it."

Shining wished he had a phrase to describe Sam. He rotated around, looming over them, but yet did not exert the aura of menace his tall but slim frame suggested. Size had often been a measure of power or strength in Equestria, but here he was, eyes alert for signs of danger and helping those he'd known for only a couple minutes.

Papa bear. That's the phrase.

"Thanks a bunch. Here's hopin' the doc gives you a clean bill of health," Applejack said in attempt to be friendly. Sam just nodded and grunted, but gave no other response. His eyes were on Fluttershy, whose mouth opened and closed as she tried to conjure some sort of thank you.

"Eep!" Fluttershy squeaked and flinched as Sam placed a comforting hand atop her head.

"Don't worry about it." And with that, Sam turned on his heels and walked down the opposite hallway, both hands in his pants pockets. A few people looked at him with disgust as they passed when they saw the stream of smoke exiting his lips.

"What an odd fella. And that there has got to be the strangest cigarette ah've ever seen."

"I think he's nice. He just looks a little scary," Fluttershy added, looking at his back as he continued towards the ship's medbay. "Should we go after him?"

"What for? He's got an appointment with a doctor fer somethin' or whatever. No good buggerin' the fella during a checkup."

"I suppose you're right." Fluttershy pawed at the ground nervously. She turned towards the long, bland corridor Sam pointed to. Standing around as they were and devoid of their guardian, they were starting to draw more than a few eyes.

Although he wasn't as familiar with her as Applejack, Shining approached her and wrapped a hoof around her neck. "Hey, if it makes you feel any better, I'm leaving for the same place as you tomorrow."

That perked her up. "Really?"

He gave her the same smile he'd given Twilight countless times when she was a filly, whenever her mind was exhausted or frightened. There was a level of strength behind Fluttershy; Shining knew that without a shadow of a doubt, but it took more than encouragement to show the steel behind the silk.

"Come on, sugar. We gotta train to catch. Or plane. Or somethin'." Applejack turned to Shining. "You really comin' tomorrow?"

"For a few days, yes. I can tell you in full when I meet you there." Shining, instead of moving down the corridor, inched towards the opposite hallway that Sam took. "I'll meet up with you in a moment, but I need to talk to Concord."

"Alright." Applejack looked uncertain, but dropped it. "Don't be a stranger. Stop by as soon as you can." He must have looked eager to get away for a moment, so she just dropped the issue.

Sam was already a speck of brown against the smooth whites and grays. Shining admired the fact that Ana could keep a clean ship with so many humans and different species aboard it, but the constant lack of any real color or variety was somehow irritating. Calming, yes, but still irritating.

At a brisk canter, the stallion caught up to his target in only a few minutes. Sam did not appear to be in any real hurry to get to his destination. Shining's hooves clattered towards Sam. His target stopped and turned mechanically towards the pony. "What?"

'_Blunt and to the point. Admirable,'_ Shining thought. He could tell that Sam had seen some action, and despite whatever he had seen, he cut right to the heart of the matter. It was quite refreshing to deal with a soldier that never wished to dance around the issue, but there was one thing he wanted to ask before seeking an answer for the big question on his mind.

"What happened to Miss Arias? I know wounds well enough to know that hers was not done by a scalpel. That's not surgery; somepony tried to cut her throat. No surgeon makes an X-shaped cut like that."

Sam shrugged. "Don't know; never asked."

Shining could only stare incredulously. "But you had to have noticed too!"

Sam sighed, blowing another cloud of smoke that made Shining's nose twitch. There was more than tobacco in that strange cigarette of his, something Shining couldn't identify. Something very calming that made his head feel like it was slowly being stuffed with cotton. "You're a soldier, ain'tcha?" Shining nodded. He had been in the guards for years. It was all he wanted to be when growing up.

"Knew it. Could smell it on ya."

"Likewise."

He blew another puff of smoke before closing his eyes. After a moment, he opened them again and answered. "There's an unspoken rule among people that states you should never ask why they buy cyberware or how they got their scars, especially among soldiers. Security reasons for us, but civvies buy cyber for all sorts of reasons; conformity, injury, or maybe because for the first time in their life, they can control somethin' that decides their future."

The pony's face scrunched up in confusion. "All you have to do is choose a path."

A deep, throaty chuckle issued from Sam's throat, startling the pony. It sounded like sandpaper grating against his ears. "Not that simple. Our lives are dominated by rules and laws, lawman. Government, corporations, family, friends, jobs; we all have obligations to somethin' before we've even sucked our momma's tit. To some, the control is suffocating, and altering their own body is the first real step they can take to wrestle back that control. It's not about a lack of identity, it's a lack of power.

"And yes, it looks like someone tried to shut Ana up, but she's fine now; it's her business 'n it's not my business to know her business. When people want some cyber, their reasons are their own, especially if they're scumbag criminals. Same goes for their battlescars. Hers," he pointed at his throat, "and mine." His finger traced the the slash across his cheek.

"It sounds barbaric."

Sam leaned back against the wall. "It can be; some take the process a little too far, but it's not our place to judge. Can you say in your heart, little pony, that if putting a little bit of machinery in their body makes people happy, it is wrong? Altering themselves for whatever the reason should be outlawed even if it helps them be at peace with themselves? How does you or me knowing about Ana's scars help anything?"

Shining looked down to his legs, wondering how it would feel to see one flesh and bone, and the other cold, lifeless metal. "I–"

"Look me in the eye."

And he did, looking Sam square in his stony face. Thoughts danced around in his head, each strange and confusing. It was the obvious price of working around rules and a world not his own. Taking a breath, he gave the answer on his mind.

"I don't know."

Another puff of smoke accompanied Sam's newly formed half smile. "Not a good answer, but an honest one. It'll do for now. That it? I gotta go. Don't make me waste my time for nothin'."

"No... one more thing. Just one... Why did you get worried when Miss Arias mentioned Magnasanti?"

Some irritated growl escaped Sam's lips. "Nothin' bad 'bout the place on paper. Good city, lotsa business, but once you peel back the skin, then you see the problem."

"Which is?"

"What happens when you leave an apple tree unattended for too long?"

Twilight's friend Applejack had spoken of her farming ways on several occasions. It was quite easy to pick up a few things, and as his mouth opened to respond, comprehension dawned on him. "The fruit falls... and rots."

Sam nodded curtly. "It's what happens when people are left to their own devices for too long and given a big ol' city to stew in for a couple o' years. Lotsa people were left to fend for themselves while we played grabass in Dratali space. Soldiers were taken care of, as were those who got ahead in the corporate lines, but average people born to poverty, darkness, and crime didn't have a lot goin' for them. War let some forget what was happenin' on the homefront."

"They could always ask for help! Every Alliance officer I have met has been more than willing to help!" Shining protested. This was so unfair. How could Sam possibly be telling the truth? "Ana didn't seem to think anything was wrong."

"She's too concerned about her company to worry much about everyone. She's got people relyin' on her already, and even when she does try to help, she can't be everywhere and do everything. Even she has her limits." Sam's eyes narrowed. "People get mighty desperate when they don't see help comin' for them. The Alliance tried to step in at times, but they were stretched too thin already with the war. Magnasanti was one of the closest secure resupply depots to contested space, and it is dominated by the corporations that supplied war materials and received military outsourcing contracts. On the surface it is perfect, but that's only the illusion of prosperity. Crime runs rampant on the darker streets, only there's no one there to report or stop it.

"Oh, they're not all bad," Sam said upon seeing Shining's look of rising horror. "A lot of 'em are really good people. A fair few that do try their hand at thievery are jus' down on their luck and turning to crime to pay the bills and protect their friends, but that doesn't make them any less dangerous. The corporations own the day, the netrunners and thieves own the night. That's why you better turn back and warn your two little friends about what they're gettin' into. It's not what you _do_ see in Magnasanti that can hurt you."

Seeing that Shining didn't have any more questions for him, Sam puffed a burst of smoke, stopped holding up the wall, and continued down his path. The captain watched him go, digesting what had been said.

"Captain."

Shining's ears perked as Sam spoke. "Yes?"

"No, _captain_. Captain Samuel Concord."

Shining smiled. "Captain Shining Armor, sir."

* * *

Comments are not only welcomed, but encouraged!

For chapter commentary, go to fimfiction and look my up under the username: Journeyman

Edited by: Genesis1212, TheSynn, Midnight Spark


	3. Interlude 1

**\\\C:\whitelist\update**•**dat**

* * *

**Shadowlands Lounge, Magnasanti Hub, The Matrix**

**Personas Present: **

**~Bone Collector**

**~Captain Chaos**

**~MrOrion**

**~Synergy**

**~ZomZom**

* * *

**Synergy**: Okay, it's days like this I feel like saying everything can just fuck off.

**Captain Chaos**: Here we go...

**MrOrion**: What's up, Sin?

**Captain Chaos**: Syn's getting emo again.

**Synergy**: Can't be pissed off in peace, Cap?

**Captain Chaos**: Go right ahead, but this is the third time this month. The Shadowlands isn't your own personal blog. Once and a while is okay, but we're not your therapist.

**Synergy**: I'll behave.

**Synergy**: I almost got my arse kicked, Orion. SCP's been hiring loads of new blood to work security, especially after them ponies started moving into our settlements. Nearly got arrested for loooking at a guard funny.

**Captain Chaos**: I've looked into them. They've recently gone on a recruiting frenzy.

**ZomZom**: I hate those guys. Uptight jerkwads, the lot of them.

**MrOrion**: At least the benefits are good. Free medical after 10 years and everything.

**Bone Collector**: I'm afraid I must agree with Zom. They've seriously stepped up their anal retentiveness, and for them, that's saying something..

**ZomZom**: Don't agree with me. It makes me nervous.

**-Adam has joined the chat-**

**-Eve has joined the chat-**

**Adam**: Wow. What did I walk into?

**Eve**: Flame war!

**Captain Chaos**: Not quite.

**ZomZom: **Who let in the newbies?

**Captain Chaos**: This is my Haven. I changed the settings to let in some new blood. I'll know if there's anyone in here who's not supposed to be.

**Adam**: I'm a mechanic, ZomZom. Automotives, cybertech, engineering, blueprints. I do it all.

**Eve**: I help.

**MrOrion**: Zombie doesn't like new faces. He's like our cranky, racist grandpa.

**ZomZom**: You're older than me.

**Bone Collector**: We still love you.

**~Bone Collector**

~Transmitting to **ZomZom**: June 12, 3043

~Posting includes 19 kb of attached files

**ZomZom**: That better not be porn.

**MrOrion**: Tee hee.

**ZomZom**: Damn it. You're gonna pay for this.

**Captain Chaos**: What are you, Bones? Twelve?

**Bone Collector**: Hahahahahahaha!

**MrOrion**: How much have you looked into SCP? I haven't bothered with the latest on them for a while.

**Captain Chaos**: Enough to know why they are getting cranky. Like most of the problems of today, it's the ponies.

**Bone Collector**: I remember way back when where my biggest problem was getting backhacked by Essex-Imago-Inata. Ah, good times.

**Adam**: The times, they are a changin'.

**Captain Chaos**: Some ponies can use magic. That makes some corps nervous, and therefore makes them hire more security, something the armed security contractors like the Society of Corporate Protection specializes in.

**Eve**: I saw that on the news. The joint corporate assault?

**ZomZom**: See? This is why I don't like kids and new faces; we never get anyone who knows their stuff. That was the Factory and E.I.I., not SCP. Trigger-happy retards SCP may be, they had nothing to do with that. I had a lot of friends and contacts there. Wiped out in a second. Synergy's pissed, but she's got nothing on me right about now.

**Captain Chaos**: Calm down; Kludge did what he could to warn them ahead of time. Even Jack stepped in to help.

**MrOrion**: After crawling out of whatever hole we thought he died in.

**Adam**: I liked the NOMAD colony guys. I got a few calls from them every once in a while when they needed me to look over their specs.

**ZomZom**: Sure you did.

**Eve**: Really! The guys and gals we talked to specialized in cybertech research. While not our forte, we've got good minds for engineering and cybertech R&amp;D.

**Adam**: We work primarily in engines and automotives, but I like to dabble.

**MrOrion**: Didn't Valentine say Jack and NOMAD weren't on good terms?

**ZomZom**: And she's right; Jack doesn't talk to them that much anymore.

**Adam**: I've heard whispers one of them did something to offend him.

**ZomZom**: Whatever happened, I'm sure Jack started it.

**Captain Chaos**: DaemonJack's not the most reliable netrunner, but he doesn't start fights when he doesn't have to.

**MrOrion**: Dude's paranoid, I swear. Just wondering why he would step in all of a sudden after being gone for so long.

**Synergy**: Speaking of paranoid, who's willing to gamble Twilight Sparkle's not under surveillance?

**Bone Collector**: Less than zero people.

**Captain Chaos**: I've confirmed two separate security probes from the Espa Robo recon teams. It's anybody's guess as to how many private security personal have been bribed or watch from a distance, let alone the military.

**ZomZom**: I've verified an additional two by naval special forces.

**Eve**: How much do you see, Captain?

**MrOrion**: Chaos sees all, knows all.

**Captain Chaos**: That is right.

**ZomZom: **Right now the most talked about thing in the universe is magical talking ponies. The stupidity makes me want to swallow a Glock.

**Synergy**: Now that you put it that way, it does seem kinda retarded.

**Adam**: I get why she's under watch, but what do they think they would gain? Magic? Dratali bodies have been recovered countless times, and they can use magic but you don't see us all farting rainbows. How the hell are ponies going to be any better?

**Eve**: Everything's better with ponies.

**ZomZom**: Eve, I will come over there and I won't treat you nice.

**MrOrion**: It's to cover their bases and asses.

**ZomZom**: Ask her new boyfriend and you'll find out why. I was chatting with some of my old navy buddies and found out the truth. Major Curt Dupree, trained sniper, decorated officer, current partner of a talking horse, and–most importantly–is a dirty magic user.

**Synergy:** Magic? Us? Bloody hell...

**Captain Chaos**: I've heard something similar from DaemonJack. I haven't been able to confirm anything, however, and how he got his information is up for grabs. I'm getting the impression that it's not under wraps, but no one's talking.

**Bone Collector:** That begs the question: how did he find out before us? Especially ZomZom and you, Captain?

**Eve:** Was he just digging for info? Was that why he was gone so long? I don't know much about Jack, but I know he disappeared for a while.

**ZomZom**: No idea. He talks to Kludge more than any of us. As for why the major has magic, I haven't been able to dig up much about that. All I know is that Sparklebutt has something to do with it. Every lead I've followed points back to her. I just don't know why.

**Adam**: Huh. So that explains it.

**MrOrion:** Oh? Fresh blood has a secret worth sharing?

**ZomZom**: Spill it.

**Eve**: Adam...

**Adam**: Eve's right. Can't share that at the moment. Would like to, but I'd like to get to know you all better before I start spilling my guts. It's not that I don't trust you, but... I don't trust you.

**Captain Chaos**: Fair enough, but know this: I don't take too kindly to mining for intel here. Give and take rules apply, and you need to know when to pull your weight.

**Eve:** Gotcha.

**Adam**: Loud and clear.

**-King Kludge has joined the chat-**

**Synergy**: Hail to the King!

**King Kludge**: Hello everyone. Can't stay for long, but I figured I'd stop in to say hi.

*** King Kludge -help info**

**########################**

**-op Captain Chaos King Kludge ZomZom -state open**

**Shadowlands Lounge, Magnasanti Hub, The Matrix**

**Personas Present: **

**~Adam**

**~Bone Collector**

**~Captain Chaos**

**~Eve**

**~King Kludge**

**~MrOrion**

**~Synergy**

**~ZomZom**

**King Kludge**: Got some new faces, I see. Slow night otherwise?

**ZomZom**: Negative. Most of the regulars have been in off and on all day and night. Just not too many in ATM.

**Synergy**: I'm just killing some time. Going out for some nosh in a bit.

**Bone Collector**: Where've you been all this time? Gone for so long and then *boom* you're here with Jack on your heels.

**King Kludge**: I've been playin this 1 a little close to the chest. I should be able to tell you what's up in a week or two.

**MrOrion**: Secrets aplenty. No one trusts each other anymore ;_;

**King Kludge**: We've all got our secrets, Orion. That's just the way we are. I've got to keep a little bit of myself just for me.

**Bone Collector**: How long do you have?

**King Kludge**: I should be gone already, in truth. Just stopping by to say I'm not dead.

**ZomZom**: Before you go, thanks for helping out my friends.

**King Kludge**: Not a problem brotha. A lot of good people were there. A king has to look out for his peasants.

**Synergy**: And cue the ego wanking.

**King Kludge**: Don't hate me because I'm awesome. And Zom, you'd better prepare for a little blast from the past.

**ZomZom: **My Lord? What hath thou wrought upon my meager existence?

**King Kludge**: Don't want to spoil the surprise. Believe me, you'll know it when you see it.

**-King Kludge has disconnected-**

**Synergy**: Drama queen. Why doesn't he just say "Whisper my name three times upon the eastern winds and I shall be there."?

**Eve**: I like him.

**Adam**: Odd guy. Seems ok

**Captain Chaos**: He is indeed a little odd.

**Adam**: Is he always like that?

**Captain Chaos**: Usually, yes.

**Adam**: Is he...

**MrOrion**: He's just weird.

**ZomZom**: I suppose I better find my gear and gun. They're around here somewhere.

**Bone Collector**: Buried under all the crap?

**-DaemonJack has joined the chat-**

**MrOrion**: We were wondering when you'd show up.

**DaemonJack**: Sorry; I've taken a pretty big job. My new client's contract requires a lot of my time.

**Synergy**: Let's go for the hat trick. Let me guess, you can't talk about it either?

**DaemonJack**: Nope.

**Synergy**: Called it.

*** DaemonJack -help info**

**########################**

**-op Captain Chaos ZomZom -state open**

**Shadowlands Lounge, Magnasanti Hub, The Matrix**

**Personas Present: **

**~Adam**

**~Bone Collector**

**~Captain Chaos**

**~DaemonJack**

**~Eve**

**~MrOrion**

**~Synergy**

**~ZomZom**

**DaemonJack**: Fresh blood! Adam and Eve. Husband and wife, brother and sister, father and daughter. I could never figure out the story between those two.

**Adam**: We just picked the first thing that sprung to mind.

**DaemonJack**: I've heard worse. Now has anyone seen Kludge?

**Bone Collector**: You missed him by about ten seconds.

**DaemonJack:** Frag it, I've been trying to get a hold of him for weeks. Slippery little weasel. What's the current topic?

**Captain Chaos**: Ponies and Twilight Sparkle.

**DaemonJack**: Out of all things Cap, you pick her?

**Captain Chaos**: It's been quite a varied and informative topic so far.

**MrOrion**: Care to throw in a bone?

**DaemonJack**: Sure. She's getting married to that human sniper Curtis Dupree.

**ZomZom**: The major? Are you serious?

**Synergy**: You've got to be shittin me. It's true? Bonking a pony?

**Adam**: Hahahahaha! Oh, she's gonna love this!

**Eve**: That's fucked up. Can they even have kids? Ew.

**Bone Collector**: Cross-species boning... I've got nothing worth saying.

**MrOrion**: I can't get that image out of my head. Seriously, the major is a horse fucker?

**ZomZom**: Strange enough, I knew this. I didn't take it seriously because I have an IQ over 100, but apparently some Alliance shit-for-brains doesn't.

**Bone Collector**: It's a heartwarming story of love and affection! *hurk retch*

**Captain Chaos**: Hybrids do exist after all.

**ZomZom**: Yeah, but it's been just barely two years since she left Avol. We've known our other dumbass alien friends for generations. In less than two years our dear friend Dupree overcame thousands of years of bestiality stigmatism. What, he couldn't keep it in his pants? Bestiality is not a laughing matter, unless you're fucking a hyena.

**DaemonJack**: Heh, even I got a chuckle from that one, Zom.

**MrOrion**: I need to ponder this. I don't have an opinion right now.

**Synergy**: Same... ugh.

**Captain Chaos**: So who do you have tailing her?

**DaemonJack**: Just a little birdie. I'll share any other useful nuggets when I get them.

**Bone Collector**: Are you lying to us again?

**DaemonJack**: I have audio.

**~DaemonJack**

~Transmitting to #**CHAT**: June 12, 3043

~Posting includes 15 MB of attached files

**Adam**: Hey, just popped up. Let's have a listen.

**ZomZom**: I hate her voice already.

**MrOrion**: Zombie hates something. That's new.

**Captain Chaos**: The audio is clipped.

**DaemonJack**: I figured you didn't want to listen to all the boring garbage, so I only gave you the good bits.

**Bone Collector**: Who talks like this?

**MrOrion**: It's called "people", you scavenging freak. Go outside or look out a window. You'll see them walking on something called concrete.

**DaemonJack**: Like them or hate them, yes, ponies are a part of our life now. Yes, one of them is getting married to a human.

**MrOrion**: Tell me something I don't know.

**DaemonJack**: I'm currently not wearing pants.

**MrOrion**: ...

**Captain Chaos**: Wow...

**Synergy**: ...

**DaemonJack**: I think better when I'm hanging free.

**-MrOrion has disconnected-**

**Captain Chaos**: I have no words.

**DaemonJack**: Hey, any of you fraggers know what hode means?

* * *

Comments are not only welcomed, but encouraged!

If you want to make your own little hacker interlude and have it featured in the story, feel free to PM me and we can discuss it.

For chapter commentary, go to fimfiction and look me up under the username: Journeyman.

Edited by: TheSynn, Midnight Spark


	4. Chapter 2: It's Cold Out Here

**Chapter 2: It's Cold Out Here**

Applejack gave Fluttershy a quick nuzzle both to focus her attention and to keep her going. She didn't fault the poor dear for being worried; her own mind was still pondering what Shining had just said. Still, a few things needed to be done first. Thinking could come later.

If Applejack could compare the _Clementine_ to something she recognized, it was the tractor that had been in her family's possession for almost twenty years. The faint aroma of old metal parts and grease clung to the air in a thin sheen. Other than the occasional odd look, the pair of them weren't given too much attention. People scrambling back and forth with bags or parts in their grasp reminded her of Rarity when she being a fussy ninny. Fluttershy wasn't watching where she was going, leaving her to take the lead.

"And you got a room fer both of us?" she asked their guide, the resident quartermaster.

"Yeah, yeah," he grunted. The skinny human kept running a hand through his hair. Currently it was slicked into some giant cowlick. "You both were cleared for private quarters. Right here."

The man looked up from his datapad and clicked a button on the door they stopped at. "This entire section of the ship is the living quarters. Until the time comes when we arrive on Magnasanti, this will be your living quarters to do with as you wish."

Applejack had peeked in other rooms in the long and boring corridor, and what she saw was the same, if gutted, example. There was little more than a pair of bunk beds—fit for humans, of course, a small desk, and closet space. It felt like the size of her bathroom back home.

The quartermaster handed Applejack a datapad. "A general map of the ship, including off-limits areas, event list, and a list of terms for the duration of your stay." He inhaled deeply, causing Applejack to snigger slightly; it looked like he had been giving the same instructions far too many times this day. "You are only hereby permitted on board until we dock in Magnasanti, you are not carrying anything hazardous or unlawful such as... etcetera, etcetera, all unscheduled pit stops or detours at your request will be denied unless reasons listed in that datapad are given and validated, and you agree to not put forth any legal action against Organic Corporate Operations for any reasons listed below up to and including the following reasons for delay, also listed below, war party assaults on safe shipping lanes, and chesterbursters. Understood?"

Applejack had been scanning the flat datapad carefully balanced on her hoof. What was a 'sudden gravitational mass shadow' supposed to be? "Mind if I get back to you on that? ...Wait, what!?" Yet before the quartermaster could answer for his choice of words, he had left to attend to his duties.

Fluttershy had been nosing around the room while the quartermaster talked. At least she was proactively doing a little investigating. She'd hardly said a word since Shining's warning. "Ah know it's not the most comfy—"

"It's fine," Fluttershy said quietly. Applejack blinked, surprised. Being quiet she expected, but Fluttershy never interrupted others.

"...Okay then." Although the majority of their luggage had been loaded into the cargo hold, there was plenty of closet space to store. After a few brief moments that were only filled with the stowing of bags, Applejack tried again. "Listen, ah know all this, " she gestured around, "is a lot to take in, sugarcube. If you ever need to just talk..."

Fluttershy did not reply. She was looking at the doorway, which someone currently occupied. He was a tall man with bronze skin. Grease and grime covered his blue-collar clothes, and welder goggles hid his eyes. A smile decorated his face.

With a slight nod, and a little lengthening of his smile, he left. No hospitality at all. Applejack snorted and bit back a retort. Most people were like Ana and Sam so far; friendly or indifferent. Those without manners or who just didn't like ponies, while expected, were becoming increasingly more common.

The farmer smashed a hoof against the button that forced the door to close. Sleep would not come easy tonight.

* * *

The scent of warm earth and animal fur was pleasant and welcome to Fluttershy. To her it reminded her of the forests and plains, of the running animals for which she shared her affinity for compassion. The foods and kibbles stored behind oaken doors sustained them, and the heat of sleeping bodies hung in the air.

The hearth in Fluttershy's cottage was alight with flickering flames. Two large, overstuffed armchairs were pointed towards the fire, but one of them was filled. Looking back towards the door nervously, she swallowed, steeled her shaky nerves, and hopped into the adjacent chair.

He was a rather dignified looking unicorn dressed entirely in white, although red stitching along his lapels and tophat seemed to glow in the firelight. His charcoal fur made his red eyes stick out all the more. He was currently nursing a wineglass with some unidentified amber liquid. Without even shifting to greet his guest—it wasn't even his house—he pushed an identical glass across the tabletop between them. Fluttershy stared at the fireplace. The heat and warmth of it or the presence of her home was no comfort at all.

"Back so soon?" he asked politely. He had a very calm, soothing tenor. "Come now, my dear; no need for bad manners."

"This is my house," she replied.

"In more ways than one." He tipped the glass to his lips and drained a portion, sighing contently. "Are you afraid of me?"

The smells. The warmth. The sense of peace and calm. Everything that she could hold onto and form a bastion of comfort vanished into smoke and disappeared into the evening. "Why do you keep coming back here?"

"That is not an answer." She could feel his eyes staring at her. The side of her face began to itch. "You've never asked me to leave."

True. Without looking for him, she grasped the wineglass and sipped. It reminded her of the wine at Cadance's and Shining's wedding, pleasant with a peach aftertaste. "No..."

The stallion looked at her over the rim of his glass as it hung halfway to his lips. The crackling fire cast shadows all across his face so much it was a surprise when he gave her a sorrowful smile. Setting his glass down, he removed himself from his chair. The floorboards squeaked noisily under the weight as he walked towards her own chair.

His eyes reminded her of so many other unpleasant things. The color alone was enough to make her stomach dry heave out of reflex. She swallowed down the bile that instinctively rose to her throat. She sniffed loudly to suppress the impending waterworks that were clawing at the corners of her eyes. Still he waited patiently in front of the fire for her like a proper gentlecolt until hot, traitorous tears fell from her eyes in mass.

"Shhhh... It's okay." Without even realizing it she was in his comforting embrace. The steady thrumming of his heartbeat soon drowned out the sound of fire eating the last little bits of ashen logs.

"S-s-sorry," she hiccuped, "for getting your suit dirty."

His comforting hoof stroked her head affectionately. "It is not the slightest bother, my dear."

She continued to sniff and cry her eyes out while pressed into his chest. Ordinarily such a thing would make her blush and stammer, she realized. She'd never let any stallion, or even a mare for that matter, get comfortable in her presence like that. What an odd thing to think at such a time, and yet as she lay cradled in some noble stallion's warm embrace, she still felt safe.

The last tears soon dried, but he continued to soothe away the pain and whisper sweet nothings in her ear. As she left his grasp he removed a kerchief to dab at her eyes. She must have looked terrible. Already she could feel the impending rat's nest her mane had become, and crying for no good reason would have left her looking just awful. Rarity would have a field day if she ever caught her in such a state. "I'm s-sorry for that."

"Oh, it's nothing, little one. There is no shame in acknowledging weakness. Don't think for a second myself or your friends think any less of you for that." She let him finish cleaning her up. Stepping away, he sat on his haunches and and awaited the lady's needs. She almost smiled. If Rarity had ever had a stallion be so attentive, she'd be over the moon.

"I see him whenever I close my eyes... When I sleep. When I'm awake..." She clutched her head and shook it hard enough in hopes the memories would fly off into some darkened space and be forgotten forevermore. "Make him stop. _Please_, make him stop..."

Is this what she had been reduced to? Begging some stallion as if panhandling for bits? Hurt still tugged at her heart when he shook his head. "Bitter memories are one thing that time cannot erase so easily, Miss Fluttershy. It takes patience and healing, and even then, a scar always remains. They won't leave no matter how far you go, little one."

Flashes of memory burst into her mind. Canterlot strewn with panicked screams and rubble in the streets. The stench of burning flesh that summoned carrion for a disgusting and abominable feast. Rarity, howling in agony to the smoky skies choked with ash of buildings and the fallen. A corpse still warm to the touch, its skin burnt while a pair of eyes bled accusations into her soul.

* * *

Fluttershy gave a squeak of pain as her flanks impacted the hard hard floor, ripping away the memory. The blankets ensnared her in their tight, serpentine grasp. With a shake, she removed them and backed her rump into the corner. The end table shook slightly, the little trinkets on the surface rattling at the contact.

Her eyes were drawn to her sleeping friend, yet Applejack did not wake. She slept like the dead. That was A-okay, but Fluttershy had to force herself to put down the limb that so desperately wished to shake her awake.

Her breaths were coming in staccato gasps. In the small sleeping compartment every sound came crashing back. This place was small, very unlike her own home that had the smell of earth, a warm fire, and Angel's furry hugs. She shut her eyes to stop the swaying, yet everything seemed dizzy and moving. Feeling bile in her throat, Fluttershy's eyes landed on the door.

Out... Too cramped! Need to think!

The door opened with a hiss. Fresh, cool air hit Fluttershy and she gasped for breath. As she cantered out the door, a fresh wave of vertigo hit and the ceiling became the floor. Pain shot through her side and jaw.

"Ow..." she moaned. Angel must have left one of his projects out again. Blinking back the blurriness and getting back on all four shaky hooves, she saw it was not one of Angel's ill-gotten construction pieces and instead more plated flooring. A tiny splotch of red clung to to the silver, joining the miasma of mars that stained the floor. She put a hoof to her cheek. It stung, but it wasn't bad.

A loud hiss blasted her from behind. "Eep!" she squeaked and backed her rump into the opposite wall. No snakes or angry chimera heads. Just the door closing...

Fluttershy closed her eyes to get her breathing under control. It always seemed to help, not being able to see, even though not seeing danger was generally frowned upon. Rainbow Dash always told her to never be scared. Being scared just happened to be something she was very good at.

She took a deep breath and relaxed, the very same mental exercise Cadance and Twilight performed.

In...

Out...

Inhale...

Exhale...

Slowly but surely, her limbs ceased trembling, yet the still image of the Dratalli still hid in the back of her mind. Fluttershy shook her head to clear the image.

She blinked. Light streamed in through an open double doorway farther down the hallway. As she perked her ears instinctively, she heard light clicking sounds. Someone else was awake. Looking down the opposite end of the corridor confirmed all other doors were firmly closed. The gentle, lifeless hum of the ship's interior mechanics was the only constant other than the high thrumming of electric emergency lights.

"Applejack...?" she questioned softly as if her already demure voice and the wall were no obstacles to her call. She chided herself. Of course she couldn't hear her. She was asleep on top of everything. Why would she need to wake her friend anyway? It was just someone else up. Even Angel got up in the middle of the night to get a drink sometimes. No need waking Applejack. It was best if she got all the sleep she could. As long as it was someone else, or better yet some_pony_ else.

Just not some_thing_ else...

The lightest hoofsteps echoed almost noiselessly across the narrow interior. Her head was hunched low enough to let the tips of her bubblegum-pink mane drag on the floor. There was an earthy scent in the air. It smelled familiar, but was unlike anything she could remember. As she approached the doorway, her legs locked up. A shadow had passed in front of her, casting a very human-looking silhouette. Despite confirming it as not some horrible creature that bred nightmares and ate fillies, that old sense of fear was back.

Unoiled metal protested loudly from within; whoever it was had sat down. _'It's not some monster, silly filly. Just a person who can't sleep. Like you! Maybe you both have something to talk about...'_ She couldn't stop those eyes from coming back to the forefront of her mind.

"Someone there? You alright?" The insomniac moved again, the shadow craning its neck; its owner had noticed something. "You crying?"

Fluttershy dabbed at her eyes. No tears, only dreams. Bad dreams. Maybe a few pitiful moans as well. "No..." she managed to squeak out.

"Come again?" Male? He sounded nice enough, if a little groggy. The insomniac set something down.

"No."

"Was that a no?" he asked.

"N-no. I mean yes!"

He paused in contemplation, his shadow scratching his chin. Fluttershy stood just outside the open doorway. She could smell other scents now. Grains, water, and salt, mostly. Looking up, it all made sense. Printed in neat black letters above the double doorway were the words: MESS HALL.

Fluttershy slowly peaked her head around the corner. "Hey there," came the response. Dozens upon dozens of tables were neatly aligned to her right. The tables themselves looked like they were white a long time ago, but had been stained a murky gray over the years. Steel bars held each one to the floor with the help of several large metal bolts. The bars curled outward, ending in a plastic bench for crewmembers to sit on.

The only occupant in the room sat at the table closest to the door. He wasn't too old, possibly middle-aged if she had to hazard a guess. Certainly younger than the soldier she met the previous day, but plenty older than Ana. He was dressed in a simple gray shirt that looked like it had seen several days of consistent wear. The cargo pants looked like they received the same treatment, as the dual empty toolbelts attested. Draped over his broad shoulders was an orange coat and it also came equipped with several pockets, these ones bulging with devices. Underneath his shaggy black bangs and curly beard were warm brown eyes. A disarming smile snuck through all the fur.

"...H-hey..." Fluttershy pawed at the floor nervously. Looking at anything other than him, she examined her left. It looked like the cafeteria she had in school down to the shelves locking away their precious contents. Rainbow Dash had made weekly attempts to nick food from the pantry during flight school, just to see if she could.

That same earthy scent caught her nose. It made her head buzz with energy, clearing away the fog incurred from sleep. There was fresh coffee in a pot on the counter. The man turned his head and spotted what she was looking at. "Want a cup? I've already made a fresh batch. Don't think I'm up to finishing a pot on my own."

He seemed nice. Not mean at all, just kind of big and scary-looking, just like Harry the Bear. "Okay." Fluttershy swore she whispered, but he still heard her. The table creaked noisily as he adjusted his weight and walked to the pot with long, even strides. He opened one of the cabinets and removed one of the cups, grabbing the pot on his way back.

"Name's Henry Stanford."

Fluttershy carefully took a step inside. It was soon followed by another, then another. Without even realizing it, she had joined him at the table. "I'm... Fluttershy."

He chuckled merrily. He sounded nice; another good sign. Maybe she was right and he just wanted some company. Fluttershy hopped up onto the bench only for her hooves to slide wildly across the surface and slipped backwards. The cry of alarm and fright was already past her lips before she stopped moving altogether. All she saw was the flickering fluorescent lights as she lay suspended.

"Careful; table and seats have been worn smooth by now." She didn't even see him move! Henry was halfway over the table, a large, calloused hand wrapped around her foreleg, the only thing keeping her from tumbling backwards and cracking her skull on the hard floor and certainly not _staring into the eyes of Dratalli looking over her_.

Henry pulled her forward just enough for her to get situated comfortably, or as comfortably as she could. The long, flat surface wasn't quite right for ponies. Nothing on this ship was. "Thank you, Henry."

He gave her another bass chuckle, his eyes glittering like beetles in all that hair. "'s nothing. Just watch out for yourself. The ship's safe enough, but it's the things you don't see coming that hurt the most."

Soon the warm smell of coffee greeted her as he poured her a generous amount. Nodding gratefully, Fluttershy tipped the cup to her lips before asking, "What time is it?"

"I'd say about four," he said quietly. Danger averted, he seemed lost in his own thoughts. "Alarm's set for five for most of the crew to wake up, so don't worry about waking them just yet. Still, there's always someone up. No rest for the weary." He took a strong draft, draining half of his cup in just a few gulps. His own cup had been sitting there for a while if it had cooled off so much. "Sorry, no proper mugs on this boat."

"Oh? Oh! No, it's fine." Fluttershy down a few sips of her own. Well, it was the earthy scent she detected. Not much could be said for taste. It was like Sugarcube Corner's chocolate-covered coffee beans if they'd been left out for about a month.

Something must have shown on her face. "Yeah, blue collars don't normally spring for the little perks. Good coffee is one of them."

He continued to nurse his own cup, eyes off in the distance. Fluttershy sat there quietly as she took gulp after gulp. It certainly wasn't the best, and definitely not what she was used to, but she could get used to it with a little time. Having little else to do, she eyed her companion a little more. He did kinda look like a bear. He had a strong jawline and a wide nose that looked too large for his face. The curly brown mustache hairs made it look like a mountain poking out of a forest.

"Can't sleep either?" Henry's voice jolted her out of her observations. The best course of option was to, of course, sink as deep into her cup as possible and hope he didn't take offense for the stareing.

"No..." She downed another nip only to realize her cup was empty.

"Here," he said, pouring her another cup and refilling his own.

"Thanks."

"Not a problem, Fluttershy..." Henry trailed off again. "I can never sleep right on these boats." Fluttershy tucked a lock of hair behind an ear to see him better. He had his head in a palm as he stared off into a wall. He didn't seem sad or upset. "Just never felt right. I don't like space. Even if there's people right down the hall, I could never feel right. It always feels too different, too _wrong_ somehow."

He set his cup down. He hadn't even touched a drop since his refill. "No matter how much I get along with the crew, I can't shake it. It's cold out here..."

Fluttershy tightened her grip on her cup. Why was he telling her this? The feeling of isolation was apparent on the ship from the start. Despite dozens coming and going when she and Applejack packed up for the night, most didn't give them a second thought. It made her feel like being in the middle of Ponyville Square, with all of town mingling on the eve of the Summer Sun Celebration... and still feeling so very alone.

Down went another draft of lukewarm coffee down her throat. Henry had tightened his coat around his form. Well, this had gotten a little too personal really fast. Unless he was talking literally, in which she was grateful she had a nice fur coat to help her stay warm.

"Um... do you have any friends on the ship?" Fluttershy asked timidly.

He shook his head slowly. "Nah; just a grunt who goes where the work is. No family."

"My friend Applejack helped me a lot." Henry perked up, brow curled in confusion as he tried to guess where she was going with this line of thought. "She helps me when I feel like that. Sometimes I feel so alone I think no pony can help. She even tells—"

Back to the cup. He didn't need to know that. No siree. She never told anyone that. Not even Applejack knew why she ran.

Her new friend had guessed the source of her discomfort. The warmth of his hand touched her hoof. She could feel the residual heat from the cup radiating off him. "I... heard what happened in Equestria."

Fluttershy flinched. Henry removed his hand, seemingly unsure if he offended her in some manner. The nightmares came and went as quickly as Ponyville weather changed. Dratalli invasion, the blood, the losses. Those eyes staring back at her...

Nevertheless, he continued. "I understand; I really do. War, no; I've never been through that, and please don't take offense when I say I hope I never do." At least he was honest. Fluttershy didn't want to force that on anypony or anyone else. Even a Dratalli. Even if they deserved it.

He rubbed the back of his head as if enough pressure would reveal the answers. "It's that need to run, even if you don't know why. I can't say it's going to be better, but..."

Henry trailed off, words failing him. The barest hint of anger puffed at her chest. How could he _possibly_ know what she went through? Or even suggest it? So what if she ran away from Equestria! No more monsters, no more memories, no more monsters, no more memories no more memories no more monsters no morememoriesnomoremonstersnomorememories—

'_They won't leave no matter how far you go, little one.'_

The waterworks were already coming before she could stop them. White hot tears streamed down her face and she hurriedly wiped her face with a forehoof. "I'm sorry; I don't know why that happened. I'm... not used to the coffee and the bed's really uncomfortable."

Something soft dabbed at her face. Henry had pulled a handkerchief from one of his many pockets and dabbed at her eyes gently. For a moment he opened his mouth to say something, only to close it as words failed him. Together the sat in silence, only the cold he dreaded so much nipping at her mind.

* * *

Comments are not only welcomed, but encouraged!

For chapter commentary, go to fimfiction and look me up under the username: Journeyman.

Edited by: TheSynn


	5. Interlude 2

**Shadowlands Lounge, Magnasanti Hub, The Matrix**

**Personas Present:**

**~Adam **

**~Blackjack**

**~Captain Chaos**

**~Eve**

**~Grease Monkey**

**~Hesperides**

**~King Kludge**

**~LaLiLuLeLo**

**~Ozymandias**

**~Rasta Blasta**

**~Sid the Kid**

**~Synergy**

**~The Crooked Man**

**~Valentine**

**~ZomZom**

* * *

**King Kludge**: Can't sleep... ponies will eat me...

**Sid the Kid**: Kludge, take a nap already. YOu're weird enough when you're lucid.

**Rasta Blasta**: Sid's got sticky fingers.

**Sid the Kid**: Excuse me for capitalizing the wrong letter.

**Ozymandias**: Anybody catch the last race?

**Hesperides**: Adam.

**Rasta Blasta**: Ask Chaos.

**Ozymandias**: Captain! Wake up! You AFK?

**Captain Chaos**: I'm here.

**Ozymandias**: Catch yesterday's game? ZeroG League?

**Captain Chaos**: Nope. Sorry.

**Grease Monkey**: The ponies are coming! The ponies are coming!

**Grease Monkey**: Seriously, why are they in Magnasanti?

**ZomZom**: Curiosity more than anything.

**Hesperides**: Who doesn't like a little zest to spice things up?

**Adam**: It was a ZeroG League Classic match and Kane won. Piloted a VX-Nova crafted by Deus. 2.8L V10 with a top speed of 375 km/h. Modified dimpled chassis for decreased drag and lower weight, making it light and fast, but brittle as a pinecone and likely to get wrecked to shit at high speeds. Purrs like a kitten, but I'd bet 2000§ that he's using exotic alloys for the engine.

**Rasta Blasta**: Adam, where have you been all my life?

**Adam**: Sorry, I'm taken. My one true love requires far more maintenance, needs tools to get at her goodies, and squirts if I press the right thing.

**Sid the Kid**: OMG

**Rasta Blasta:** Hahahahahaha!

**Ozymandias**: lolololol

**LaLiLeLuLo**: We got a wise guy. Good; we never get noobs with a sense of humor.

**King Kludge**: Thanks for showing me.

**Sid the Kid**: Damn it Kludge; go to goddamn bed. Noone sent ou nothin

**Rasta Blasta**: Tweet tweet, time to sleep. Let the king lie and weep.

**Grease Monkey**: Catch some Zs, kludge. See you in a few hours.

**King Kludge**: Yeah. Night.

**-King Kludge has disconnected-**

**Eve**: Every time he speaks is like watching a drunken leprechaun completely blitzed on Rampage.

**Hesperides**: Good night

**Synergy**: I bring munchies everytime i log on. More fun that way. Free show.

**-Hesperides has disconnected-**

**Rasta Blasta**: It's getting late for me too. Heading out.

**Synergy**: Awwwww. Kludge &amp; Hesi are gone. Don't leave too!

**Rasta Blasta**: It's 7 where I am.

**Sid the Kid**: Chica, your night hasn't even begun.

**Rasta Blasta**: In the morning. I've been logged in for 8 hours.

**Sid the Kid**: Well, see ya then

**Grease Monkey**: Night Rasta.

**Captain Chaos**: Get some sleep, Rasta Blasta.

**Synergy**: goodnight.

**Eve**: Night

**Adam**: Night Rasta

**-Rasta Blasta has disconnected-**

**Eve**: What's the topic for tonight?

**Captain Chaos**: I haven't set one yet.

**Adam**: I can gush about the ZeroG League for a few hours.

**Ozymandias**: oh god yes.

**Grease Monkey**: I'm game.

**ZomZom**: I had 300§ on Xia for last Saturday's game. Close but no cigar.

**Eve**: Ah, XenoKilla as she calls herself online.

**Grease Monkey**: What a shitty name

**Captain Chaos**: She's in the Shadowlands queue for new arrivals. I'm ready to invite her through my VPN, like how I invited all of you.

**Valentine**: She's a good racer. I enjoyed her little spar with Rainbow Dash.

**LaLiLuLeLo:** Watch it, Captain. I got a file on her. She's a little too impulsive for the kind of subtly and confidentiality we need.

**ZomZom**: Wait, back up. _That_ Rainbow Dash?

**Valentine**: Of course, dearie. The self-proclaimed fastest flyer in Equestria joined the ZeroG League. She's an official racer now.

**Adam**: She lost her first race. She was doing well, but there was something funny going on behind the scenes.

**Ozymandias**: Funny as in 'HAHA' or funny as in 'Holy shit, my car's on fire'?

**Eve**: The latter. We're pretty sure someone was cheating.

**LaLiLuLeLo**: I can confirm the cheating.

**Adam**: Really?

**LaLiLuLeLo**: Yes I can. Nothing tangible, but I have the word of people I trust. They can confirm.

**Adam**: I admit... i had thought only DaemonJack, Kludge, and Captain Chaos were the ones to be reckoned with. Looks like I was wrong.

**Valentine**: Honey, you have no idea what this collective can do.

**Adam**: I'm starting to see that. What are you LaLiLuLeLo? Info Dealer? Racer? Media?

**Blackjack**: It's not good for your well being to pry.

**LaLiLuLeLo**: Come off it, Blackjack. He's harmless.

**Adam**: Am I?

**LaLiLuLeLo**: I'm fairly certain I know who you are.

**Adam**: Really now?

**Eve**: Only the Captain knows everyone.

**ZomZom**: Nope.

**Captain Chaos**: Some of us are only known by our Matrix handles and I invite those types through other means less personal. I am okay with that. I don't know everybody, and to keep anonymity for all, I will keep it that way.

**Blackjack**: Some value their secrecy quite highly. It's unwise to stick your dick in places where it doesn't belong.

**LaLiLuLeLo**: Let's just say I know people Adam.

**Adam**: Advice taken, Blackjack.

**Eve**: Where's the fun in that?

**ZomZom**: Blackjack's right, Eve. We're all pretty chill when we want to be, but we all have our secrets. As Kludge said a few days ago, we need to keep a little bit for ourselves. Press too deep, someone's going to stomp a mudhole in your ass.

**Ozymandias**: Wait, what the fuck?

**Captain Chaos**: They're words to take to heart, Oz.

**Ozymandias**: Not that. I agree with Zombie. It's just that I saw something weird as hell.

**The Crooked Man**: As events truly tend to be.

**Eve**: Where did you come from?

**The Crooked Man**: I have been here for some time.

**Adam**: What did you see?

**Ozymandias**: A pony under armed escort.

**Grease Monkey:** Told you. They're here in the city.

**Ozymandias**: Didn't believe you.

**Blackjack**: I've located no less than fifteen.

**Ozymandias**: Make that sixteen. Oh shit, seventeen.

**ZomZom**: Great. Just great.

**The Crooked Man**: Why such despair?

**ZomZom**: You're not my shrink. Get lost.

**The Crooked Man**: They have fought with honor and proven noble allies. I see no reason to take up arms against them.

**ZomZom**: Arms? You got me wrong. Don't want to kill them. Don't even want to maim them a little. But just because I don't hate them, that doesn't mean I like them either.

**Adam**: You took an interest in Rainbow Dash just a moment ago.

**Valentine**: Can I have a glance, Ozymandias? I would be ever so grateful.

**Ozymandias**: As you wish, My Lady.

**ZomZom**: I know her by reputation. I just didn't know if the racer and her were one and the same. Ponies have a weirdass way of naming their spawn.

**Grease Monkey**: I wish pops really named me Grease Monkey.

**ZomZom**: I swear you are all doing this to me on purpose.

**Blackjack**: It is a wee bit of fun to grind your gears.

**Grease Monkey**: Upon heat death of the universe, the one thing still burning would be ZomZom's hatred of everything.

**~Ozymandias**

~Transmitting to **Valentine**: June 23, 3043

~Posting includes 386 kb of attached files

**Valentine**: My, my, they are lovely.

**Adam**: Can I see?

**Ozymandias**: Sure.

**Blackjack**: Me too.

**Grease Monkey**: Same.

**Ozymandias**: Okay. I—

**Captain Chaos**: I'd like to see as well, if you don't mind.

**Ozymandias**: Ah fuck it. You all can have it.

**~Ozymandias**

~Transmitting to **#CHAT**: June 23, 3043

~Posting includes 386 kb of attached files

**-The Crooked Man has disconnected-**

**Sid the Kid: **See ya, weirdo

**Adam**: Shit, that's Fluttershy.

**Eve**: And applejack!

**LaLiLuLeLo**: And now I know who you both are =)

**Captain Chaos**: Jack was right. Those two truly are coming.

**Blackjack**: The hell? That's a shitload of guards. SCP private contractors, OrC. Op. security, and Alliance marines. Standard anti-personnel loadout for protection against unarmored targets, but what the hell were they expecting? Armed resistance the moment they stepped onto the dock?

**-VolTecha has joined the chat-**

**Ozymandias**: Dem specs, plz.

**Blackjack**: Eight man squad loaded out with what i guess are FMJ munitions. The same for the Alliance blokes, but I don't see any NCO.

**ZomZom**: MP-Laser system? Not bad. I prefer the SGL myself, but I'd use good old fashioned bullets over a laser any day. I see the Latino dipshit behind the nav-tech is juggling a nonlethal Hi-C Plastic Round, so points there for variety.

**ZomZom**: And their body armor designed by Eden. Weird.

**Sid the Kid**: Hey, Eden Enterprises has some pretty good shit.

**ZomZom**: Whatever. I'm not a fan myself. I get my gear from NOMAD and Zenith suppliers.

**Valentine**: They're naked. They _do_ realize Magnasanti enforces a dress code, right?

**VolTecha**: Thank you for the invite Captain Chaos.

**Captain Chaos**: You're more than welcome.

**Synergy**: That's a fancy rifle she's got. The tall chick.

**ZomZom**: Nice... FAM S-700 semi auto with an effective range of 800 meters. That's an Espa Robo make. Designed to be a lightweight medium-range rifle.

**-SecondSon has joined the chat-**

**VolTecha**: I'm afraid I don't know what's going on right now.

**Sid the Kid**: Bottle that rage, Zombie. He's just a noob.

**Captain Chaos**: I'll send you the picture.

**~Captain Chaos**

~Transmitting to **VolTecha**: June 23, 3043

~Posting includes 386 kb of attached files

**VolTecha**: Ahhhhh. An honor guard, I see.

**Captain Chaos**: Those two are one step below nobility. Maybe even knighted. It's no wonder they would have such security.

**Synergy**: Is that a bandolier of HKGs?

**VolTecha**: I think those are Fireflies. The surface looks a little too dimpled for an HK grenade.

**Synergy: **i think youre right. Blimey...

**Sid the Kid**: Oz, follow them.

**Ozymandias**: Hell no, frager. I'm on my break. I'd get my sorry ass fired.

**Captain Chaos**: Where are they going? Where are you?

**Ozymandias**: I think they landed in the OCO private landing bay. South of the Bay Area. Sector 7.

**Captain Chaos**: That's isolated...

**ZomZom**: Odd. I expected them to be in a little more public area. Magnasanti officials and corps would want to show them off a little.

**LaLiLuLeLo**: You bet your ass they would. This... something smells wrong with this. I'd expect this treatment towards any civilian, pony or otherwise, but these are national heroes. Why shove them into a place to grow plants and shit?

**Eve**: Ask DaemonJack. He seemed to be in the know. Kludge as well.

**Captain Chaos**: Good luck getting a hold of either. No one ever sees Jack unless he wants it, and Kludge deals with money more than info mining.

**VolTecha**: The easiest way would just be to ask the girls.

**Valentine**: Where is the fun in that?

**ZomZom**: Everybody lies.

**VolTecha**: Ponies aren't fond of lying.

**Sid the Kid**: Doesn't mean they don't know how.

**VolTecha**: I'm just saying there are better ways.

**Synergy**: Of course there aer love, but don't be daft; none of us are gettting close to them until they get settled in.. Give ti a few weeks. At least a few days.

**Ozymandias**: Let them settle in. We can meddle later. Yeah, having them working with agrarian developers is weird, but we can wait and just let events unfold.

**Captain Chaos**: I think I know the answer to this. Ponies are quite skilled in agrarian development themselves.

**ZomZom**: I don't buy it. That only applies to these so-called Earth Ponies. I can see our dear Fluttershy has wings. What would a pegasus being doing for OCO?

**Eve**: Weather manipulation. Good shit right there, something OCO would kill for.

**LaLiLuLeLo**: Fat chance. I bought a file off of Jack. Fluttershy is absolute garbage on the weather front. Her skills are subpar at best. If she's there to work with OCO, it's not because of that.

**Sid the Kid**: So back to square one: Something's going on behind the scenes.

**VolTecha**: There's another reason: Fluttershy is just being there for her friend. Applejack is an Earth Pony and still able to help OrC. Op.

**LaLiLuLeLo**: I smell personal investment in this on your end, VolTecha.

**VolTecha**: Pragmatism. I'm a scientist. Every option needs to be tested.

**Synergy**: he does have a point

**Sid the Kid**: Syn, you've been misspelling shit all night.

**VolTecha**: She. I'm female.

**Synergy**: Suck my dick. I'm bloody tired. I finished working a double and trying not to pass out.

**Captain Chaos**: I will pull a few strings and make a few calls. See if I can shoot a few bullets and see who runs and who stops to watch. There might be something to these two coming here. At the very least I can trace the paper trail and see who authorized this co-op in the first place. I think this is just nothing, but I want to be certain.

**LaLiLuLeLo**: Give me a call if you need me.

**Blackjack**: What kind of scientist?

**VolTecha**: A good one. I build things.

**Blackjack**: Industry? Construction? R&amp;D? Military?

**VolTecha**: Secrets

**ZomZom**: The recruits are learning.

**Ozymandias**: I didn't know it was possible to smell condescension.

**ZomZom**: You got me all wrong. I'm pleased. Perhaps the three rookies aren't sheep after all.

**Sid the Kid**: Holy crap, a compliment from the Zombie.

**Eve**: Thanks.

**Adam**: We think?

**VolTecha**: I'll take it for now. Captain, I knew your comrades were unorthodox, but... this isn't quite what I had in mind.

**-Dutchess has joined the chat-**

**Ozymandias**: Welcome home, my friend.

**Sid the Kid**: We're a rowdy bunch, but we're ok.

**VolTecha**: I'm not... comfortable with what may be going on behind the scenes here.

**Captain Chaos**: I give you the same offer as I gave everyone. You're free to make friends and contacts, or go. However, you'll be blacklisted from the Shadowlands for leaving. You are free to speak with everyone here, do anything, hire anyone, or allow yourself to be hired. Our words are gold here. We may protect our identities, but we've got each other's back. When we make a promise to each other, we stick to it.

**Blackjack**: Hear hear!

**Captain Chaos**: This is my territory. I make the rules, I enforce the rules, and I make sure that the most important part of the collective is the bonds we have with each other. Yeah, we're not perfect, and sometimes we do a few questionable things. It's not safe out there, but we got each other to keep us strong and pull us out of the gutter.

**Valentine**: You're making me blush...

**Sid the Kid**: Wow. Good speech Captain.

**VolTecha**: I'll... stay for a while. Don't want to jump to conclusions too quick, after all.

**Eve**: I look forward to getting to know you better.

**ZomZom**: Welcome to the Shadowlands. Wipe your feet.

**Adam**: Or hooves. Or claws. Or fins. Whatever.

**ZomZom**: Stuff it Adam. I'm trying to have a moment.

**Synergy**: I'm touched. I really am. Thanks for the vote of confidence

**Captain Chaos**: You're my friends. What can I say?

**Valentine**: I'll give my screen a little kiss for you, oh captain my captain.

**ZomZom**: Don't any of you say it...

**Sid the Kid**: Friendship is magic!

**ZomZom**: That's it, I'm out of here.

**Synergy**: i'm gonna sod off now. Tired, gonna eat, and then get railed until i can't walk straight.

**Ozymandias**: TMI, Synergy. TMI.

**Synergy**: you know, I've thought about meeting 1 of them equines in a dark corner. THey're a lot bigger than my limpdicked neighbors.

**ZomZom**: No. **NO.**

**Grease Monkey**: trololololo

**Sid the Kid**: Channel your anger, Zombie... Yes...

**ZomZom**: Fuck you Syn. Fuck you, fuck your thundercunt, fuck your life, fuck your neighbors, fuck the horse you rode in on.

**Synergy**: Oh, Zom supports the idea, huh?

**ZomZom**: Wait...

**Ozymandias**: HAHAHAHAHAH!

**ZomZom**: Damn it...

**Captain Chaos**: You walked right into that one.

* * *

Comments are not only welcomed, but encouraged!

If you want to make your own little hacker interlude and have it featured in the story, feel free to PM me and we can discuss it.

For chapter commentary, go to fimfiction and look me up under the username: Journeyman.

Edited by: TheSynn, Midnight Spark


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